REG-Defence Holdings Plc: Operational Update and Interim Results
Mon 07:02
FOR IMMEDIATE RELEASE
22 December 2025
London, UK
Defence Holdings PLC
(“Defence Holdings” or the “Company”)
Operational Update: Continued Delivery Momentum and Strengthened Position
Across Allied Defence Programmes and Unaudited Interim Results to 30 September
2025
Defence Holdings PLC (LSE: ALRT), the UK-listed defence technology group,
today provides an operational update outlining continued progress across its
sovereign-AI product suite, expanding engagement with allied defence
stakeholders, and strengthened organisational readiness as the Company enters
its next phase of delivery and commercialisation.
The Company also announces its unaudited interim financial results for the
six-month period ended 30 September 2025, which include the previously
reported audited results for the eighteen-month period ended 31 March 2025.
Highlights
· Project Ixian has advanced into a
pre-contract pathway with its first customer
· The Company has progressed to the advanced
stages of a Chief Executive Officer appointment process and expects to provide
a further update in Q1 2026.
· Deepened delivery integration with major
technology partners and allied programmes.
· Strong cash position maintained through
disciplined, delivery-aligned capital strategy.
· Delivery momentum is accelerating,
underpinned by increasing maturity in development activity and growing
stakeholder engagement.
· Defence Holdings is about to enter a busy
Q1, with planned updates across existing Defence Technologies products and the
initiation of further strategic workstreams - with announcements expected in
the very near term.
Financial & Corporate Overview
During the reporting period, the Company’s financial position strengthened
materially following the successful execution of its capital strategy and
transition to a defence-focused operating model.
Total assets increased from £77,000 to £2.72 million, reflecting capital
raised during the period and the establishment of the strategic partnership
with Whitespace. Total liabilities reduced from £729,000 to £78,000,
materially improving balance sheet resilience.
The Company raised £3.45 million in gross proceeds during the period,
including £350,000 subscribed by certain members of the Board, demonstrating
strong internal alignment and confidence in the Company’s strategy. Cash
reserves increased from £69,000 to £2.21 million by period end.
In July 2025, Defence Holdings completed its transition to a defence-focused
business, with the Company’s shares readmitted to trading on the Main Market
of the London Stock Exchange. The Company also completed a cross-listing on
the US OTC Market under ticker symbol ALRDF, expanding access to North
American investors and supporting its ambition to scale sovereign-AI
capabilities across allied markets.
Programme & Delivery Update
Project Ixian: Transitioning Into Operational Integration
Defence Holdings is pleased to confirm that Project Ixian has entered the
process required ahead of formalising commercial activity and is now in the
final stages of contract finalisation with its first customer. This progress
reflects the maturity of the capability and its strong alignment with current
operational priorities.
Project Ixian has progressed from development into contract finalisation at a
pace not typically seen within traditional UK defence development and
procurement processes, aligning closely with the accelerated delivery
objectives set out in the Strategic Defence Review. This traction provides
early validation of the delivery model required to deliver that capability.
The product has progressed through a further iteration of technical
development, delivering additional refinement and increased maturity, informed
by ongoing operational engagement.
The confidentiality and procurement controls governing programmes of this
nature temporarily limit the level of detail that can be disclosed. These
restrictions are expected to lift in the near term, following which the
Company intends to provide a further formal update.
Partnerships & Ecosystem Integration
During the period, the Company formalised a strategic partnership with
Whitespace, a UK-based AI infrastructure specialist serving defence and
national-security customers. Operating jointly through the Defence
Technologies platform, the partnership establishes a sovereign-ready delivery
framework combining infrastructure capability, domain expertise and execution
capacity, creating a platform for the accelerated development and deployment
of sovereign-AI systems aligned to UK and allied operational requirements.
Since formation, the collaboration has progressed into active delivery.
Multiple co-development workstreams have commenced across intelligence fusion,
autonomous decision-support, multi-domain situational awareness, cyber
resilience and information-domain operations. Initial builds for UK Ministry
of Defence stakeholders began during the period, marking a clear transition
from partnership establishment into execution. As part of this progress, the
Company committed £1.0 million to AI co-development programmes under the
partnership, with £0.5 million paid prior to the interim reporting date and
the remaining £0.5 million settled shortly after period end.
Alongside this, Defence Holdings continues to deepen its collaboration with
major global hyperscale partners, reflecting the Company’s strategy to build
sovereign-AI capability on top of trusted defence-grade cloud and compute
platforms. These partnerships provide the secure infrastructure,
interoperability pathways and global reach required for deployment across UK
and allied mission environments. Technical workstreams have expanded across
multiple hyperscaler environments, covering secure model deployment, edge
inference architectures and integration into classified and air-gapped
operational zones. This ecosystem approach ensures Defence Holdings’
sovereign products can be delivered at scale, with the resilience, performance
and compliance expected across defence programmes.
Organisational & Strategic Update
Leadership: Securing the Capability Required for 2026 Commercial Delivery
Defence Holdings is in the final stages of selecting a Chief Executive Officer
to lead the Company through its next phase of scale and delivery. The Company
has interviewed a shortlist of candidates with distinguished backgrounds in
global defence and defence-technology leadership, including major government
programmes and mission-critical software delivery. An appointment update is
expected in January 2026.
This represents an important step in strengthening dedicated executive
leadership across programme delivery, customer engagement and long-term value
creation.
During and following the reporting period, the Company strengthened its
governance and leadership base through key appointments. Field Marshal Lord
Houghton of Richmond was appointed Non-Executive Chairman, bringing extensive
military leadership experience, defence-policy insight and senior strategic
oversight. Andrew McCartney was appointed Chief Technology Officer,
contributing deep expertise in AI infrastructure and sovereign system
delivery. James Norwood, our Vice Chair, was appointed to the NATO NIAG
Coalition of the Willing, further strengthening the Company’s engagement
across NATO-aligned industrial and capability development forums.
Financial Position and Capital Strategy
The Company maintains a strong cash position, supported by disciplined cost
management and targeted capital deployment into validated delivery programmes.
This ensures growth remains driven by operational demand rather than
speculative expansion.
Selective use of the Company’s At-The-Market (“ATM”) equity facility has
further supported the balance sheet, enabling continued delivery progress
while protecting long-term shareholder value.
The ATM facility, arranged with Fortified Securities following the period end,
provides the Company with flexibility to raise capital efficiently in
alignment with operational milestones, without the pricing pressure associated
with traditional equity placings. As at 18 December 2025, total gross proceeds
of £620,317.49 had been raised via the facility in line with parameters
previously communicated to shareholders.
Summary
Defence Holdings’ execution continues to gather momentum, supported by
increasing engagement from the organisations shaping the United Kingdom’s
and allies’ digital defence architectures.
With two sovereign-AI programmes progressing toward deployment, deepening
integration with global technology partners, a strengthened balance sheet, and
senior leadership capacity being reinforced, the Company remains well
positioned to convert capability into sustained operational and commercial
value across mission-critical defence programmes.
Responsibility Statement
The following statement is given by each of the Directors.
We confirm that, to the best of our knowledge:
· the interim report has been prepared in
accordance with International Accounting Standard 34,
Interim Financial Reporting , as contained in UK-adopted
IFRS;
· the interim report gives a true and fair
view of the assets, liabilities, financial position and loss of the Company;
· the interim report includes a fair review
of the information required by DTR 4.2.7R of the Disclosure and Transparency
Rules, being an indication of important events that have occurred during the
first fifteen months of the financial period and their impact on the set of
interim financial statements, together with a description of the principal
risks and uncertainties for the remaining three months of the eighteen-month
period; and
· the interim report includes a fair review
of the information required by DTR 4.2.8R of the Disclosure and Transparency
Rules, being the information required on related party transactions.
The interim report was approved by the Board of Directors, and the above
responsibility statement was signed on its behalf by:
Nick Houghton
Non-Executive Chairman
Defence Holdings PLC
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are
identified by their use of terms and phrases such as ''believe'', ''could'',
"should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'',
''potentially'', "expect", ''will'' or the negative of those, variations or
comparable expressions, including references to assumptions.
These forward-looking statements are not based on historical facts but
rather on the Directors' current expectations and assumptions regarding the
Company's future growth, results of operations, performance, future capital
and other expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, business prospects and opportunities.
Such forward looking statements reflect the Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements.
Persons receiving and reading this announcement should not place undue
reliance on forward-looking statements. Unless otherwise
required by applicable law, regulation or accounting standard, the Company
does not undertake to update or revise any forward-looking statements, whether
as a result of new information, future developments or otherwise.
CONDENSED STATEMENT OF FINANCIAL POSITION
The unaudited condensed statement of financial position of the Company as at
30 September 2025 is set out below.
Unaudited period Audited 18 months
As at As at
30-Sep-2025 31-Mar-2025
NOTE £’000 £’000
ASSETS
Current assets
Cash and cash equivalents 2,213 69
Trade and other receivables 4 503 8
Total current assets 2,716 77
Total assets 2,716 77
EQUITY AND LIABILITIES
Equity
Share capital 7 2,009 805
Share premium 7 26,407 23,673
Share-based payment reserve 6 3,711 851
Retained earnings (29,488) (25,981)
Total equity 2,638 (652)
Current liabilities
Trade and other payables 5 38 464
Director’s Loan 30 30
PAYE Payable 10 -
Corporation tax payable - 235
Total current liabilities 78 729
Total liabilities 78 729
Total equity and liabilities 2,716 77
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
The unaudited condensed statement of comprehensive income of the Company for
the six months ended 30 September 2025 is set out below.
Unaudited period ended Audited 18 months ended
30-Sep-2025 31-Mar-2025
NOTE (£'000) (£'000)
Continuing Operations
Revenue 2 - 4,334
Cost of sales - (1,202)
Gross profit - 3,132
Administrative expenses (3,743) (5,191)
Depreciation & amortization - (871)
Operating loss (3,743) (2,967)
Finance cost - (242)
Gain on sale of assets-net - 2,106
Realised currency gain - 4
Loss before taxation (3,743) (1,042)
Taxation 235 (235)
Loss after taxation (3,508) (1,277)
Other Comprehensive income - -
Total comprehensive loss for the period attributable to shareholders from continuing operations (3,508) (1,277)
Basic and diluted earnings per share (pence) 3 (0.17) (0.17)
CONDENSED STATEMENT OF CHANGES IN EQUITY
The unaudited condensed statement of changes in equity of the Company for the
six months ended 30 September 2025 is set out below
Share Share premium account Share-based payment reserve Retained Total
capital earnings
£’000 £’000 £’000 £’000 £’000
Balance at 30 September 2023 622 23,061 838 (24,752) (231)
Loss for the period - - - (1,277) (1,277)
Total comprehensive loss for the year - - - (1,277) (1,277)
Shares issued during year 183 647 - - 830
Share-based payments - - 237 - 237
Excercised and lapsed warrants - - (224) 48 (176)
Share issue costs in year - (35) - - (35)
Total transactions with equity owners 183 612 13 48 856
Balance at 31 March 2025 805 23,673 851 (25,980) (652)
Loss for the period - - - (3,508) (3,508)
Total comprehensive loss for the period - - - (3,508) (3,508)
Shares issued 1,204 3,073 - - 4,277
Share-based payments - - 3,184 - 3,184
Exercised and lapsed warrants - - (324) - (324)
Share issue cost - (339) - - (339)
Transactions with equity owners 1,204 2,734 2,860 - 6,798
Balance at 30 September 2025 2,009 26,407 3,711 (29,488) 2,638
CONDENSED STATEMENT OF CASH FLOWS
The unaudited condensed statement of cash flows of the Company for the six
months ended 30 September 2025 is set out below.
Unaudited Audited
period ended 18 months ended
30-Sep 2025 31-Mar 2025
£’000 £’000
Cash flows from operating activities
Cash used by operations (1,124) (511)
Net cash flow used in operating activities (1,124) (511)
Cash flows from investing activities
Purchase of property, plant and equipment - (47)
Net cash used in investing activities - (47)
Cash flows from financing activities
Proceeds from issues of shares 3,343 795
Payment of provisions - (346)
Payment of lease liabilities (281)
Payment of share issue cost (75) -
Change in r etained e arnings - -
Net cash generated from financing activities 3,268 168
Net increase (decrease) in cash and cash equivalents 2,144 (390)
Cash and cash equivalents at beginning of period 69 459
Cash and cash equivalents at end of period 2,213 69
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
Accounting policies
IAS 8 requires that management shall use its judgement in developing and
applying accounting policies that result in information which is relevant to
the economic decision-making needs of users, that are reliable, free from
bias, prudent, complete and represent faithfully the financial position,
financial performance and cash flows of the entity.
1.1
Basis of preparation
The condensed interim financial statements ("interim financial statements")
have been prepared in accordance with International Accounting Standard 34
"Interim Financial Reporting" (IAS 34) as adopted by the European Union (EU).
The interim financial statements have been prepared on the historical cost
basis, except for assets and liabilities measured at fair value through profit
and loss, and are presented in pounds sterling, which is the currency of the
primary economic environment in which the Company operates. All amounts have
been rounded to the nearest £’000, unless otherwise stated. The financial
information contained in the interim financial statements is unaudited and
does not constitute statutory accounts within the meaning of section 434 of
the Companies Act 2006. The accounting policies are unchanged from those
disclosed in the previously filed audited financial statements for the period
ended 30 September 2023.
These interim financial statements cover the six-month period following
Defence Holdings PLC’s previous audited financial year end of 31 March 2025.
The nature and effect of these changes as a result of the adoption of these
amended standards did not have an impact on the financial statements of the
Company and hence have not been disclosed. The Company has not early adopted
any standards, interpretations or amendments that have been issued but are not
yet effective.
The condensed interim financial statements have not been audited, nor have
they been reviewed by the Company's auditors in accordance with the
International Standard on Review Engagements 2410 issued by the Auditing
Practices Board. The figures have been prepared using applicable accounting
policies and practices consistent with those adopted in the audited annual
financial statements for the year ended 31 March 2025.
1.2
Going concern
The preparation of financial statements requires an assessment on the validity
of the going concern assumption. The interim financial statements have been
prepared on a going concern basis, which assumes that the Company will
continue to meet its liabilities as they fall due. The Company has
successfully raised £3.45 million, with net proceeds received, materially
strengthening its liquidity position. Management has assessed that the funds
raised, together with the At-The-Market facility established after the Interim
period, provide sufficient resources to meet the Company’s working capital
requirements for the foreseeable future. On this basis, the Directors consider
the adoption of the going concern basis to be appropriate and do not believe
that any material uncertainty exists regarding the Company’s ability to
continue as a going concern for the interim period.
1.3
Critical accounting judgements and key sources of estimation
uncertainty
The preparation of the financial statements requires management to make
estimates and judgements and form assumptions that affects the reported
amounts of the assets, liabilities, revenue and costs during the periods
presented therein, and the disclosure of contingent liabilities at the date of
the financial information. Estimates and judgements are continually evaluated
and based on management's historical experience and other factors, including
future expectations and events that are believed to be reasonable.
During the period, the Company issued warrants. The directors have applied the
Black - Scholes pricing model to assess the costs associated
with the share - based payments. The Black -
Scholes model is dependent upon several inputs where the directors must
exercise their judgement, specifically: risk - free
investment rate; expected share price volatility at the time of the grant; and
expected level of redemption. The assumptions applied by the directors, and
the associated costs recognised in the financial statements are outlined in
these financial statements.
2
Revenue
As the Company is currently in the development phase of its defence technology
platform, it does not yet generate revenue. All activities during the period
were focused on research, development and preparation for future
commercialisation.
Unaudited period Audited 18 Months
ended 30 Sep 2025 ended 31 Mar 2025
£’000 £’000
Sponsorship revenue - 2,217
Events - 199
Studios revenue - 1,454
Prize money - 277
Other revenue - 187
Total revenue - 4,334
3
Earnings per share
The basic earnings per share is calculated by dividing the profit/(loss)
attributable to equity shareholders by the weighted average number of shares
in issue.
Unaudited Audited
At 30 Sep At 31 Mar
2025 2025
Loss for the year from continuing operations (£’000) (3,508) (1,277)
Weighted average number of ordinary shares in issue 2,008,866,131 764,005,927
Basic and diluted earnings per share for continuing operations (pence) (0.17) (0.17)
There is no difference between the diluted loss per share and the basic loss
per share presented due to the loss position of the Company. Share options and
warrants could potentially dilute basic earnings per share in the future, but
were not included in the calculation of diluted earnings per share as they are
anti-dilutive for the year presented.
4
Trade and other receivables
Unaudited period Audited 18 months
ended 30 Sep 2025 ended 31 Mar 2025
£’000 £’000
Prepayments – Whitespace 503 8
Total trade & other receivables 503 8
The directors consider that the carrying amount of prepayments is
approximately equal to their fair value
5
Trade and other payables
Unaudited Period Audited
ended 30 Sep 2025 18 months
ended 31 Mar 2025
£’000 £’000
Trade payables 105 68
Accruals - 302
VAT Payable (67) 94
Total trade and other payables 38 464
The directors consider that the carrying value of trade and VAT payables is
approximately equal to their fair value.
6
Share-based payments
The following warrants over ordinary shares have been granted by the Company
and are outstanding at 30 September 2025:
Grant date Expiry period Exercise price Outstanding at 30 Sep 2025 Exercisable at 30 Sep 2025
01-Nov-22 5 years from agreement £0.014 13,250,000 13,250,000
20-Jun-23 5 years from agreement £0.0067 45,350,000 45,350,000
22-Dec-23 5 years from agreement £0.005 20,000,000 20,000,000
24-Jan-24 5 years from agreement £0.0048 6,350,000 6,350,000
20-Sep-23 5 years from agreement £0.006 2,000,000 2,000,000
07-Feb-25 5 years from agreement £0.00325 11,679,135 11,679,135
28-Jul-25 5 years from agreement £0 461,538,462 461,538,462
28-Jul-25 5 years from agreement £0.00325 107,058,738 107,058,738
27-Aug-25 5 years from agreement £0.00325 38,930,448 38,930,448
02-Sep-25 5 years from agreement £0.00325 10,000,000 10,000,000
04-Sep-25 5 years from agreement £0.00325 48,663,062 48,663,062
Total 764,819,845 764,819,845
Balance as at 31 March 2025 £851
Additional Warrants issued in the previous period £22
Warrants issued in the period £3,162
Warrants exercised in the period -£324
Warrants lapsed/expired during the period -
Balance as at 30 September 2025 £3,711
At the grant date, the fair value of the warrants issued have been determined
using the Black-Scholes option pricing model. Volatility was calculated based
on data from comparable esports companies, with an appropriate discount
applied due to being an unlisted entity at the grant date, if applicable.
Risk-free interest has been based on UK Government Gilt rates.
7
Share capital and share premium
Shares Share Capital Share Premium Total
No. £’000 £’000 £’000
At 31 March 2025 804,984,029 805 23,673 24,478
Issue of shares for fundraising 1,061,538,462 1,062 2,388 3,450
Issue of shares for share issue costs 80,000,000 80 180 260
Issue of shares for Warrants exercised 62,343,630 62 166 228
At 30 September 2025 2,008,866,131 2,009 26,407 28,416
1,203,882,092 shares were issued in the period from the Company's last audited
report from 31 March 2025 to 30 September 2025.
8
Events after the Reporting Period
Subsequent to the reporting period ended 30 September 2025, the following
non-adjusting events occurred:
The Company issued 272,999,279 new Ordinary Shares following exercises of
warrants, increasing the total issued share capital to 2,426,792,946 Ordinary
Shares. Following these exercises, warrants outstanding at the date of the
report amounted to 491,820,566.
The Company’s shares were also approved for quotation on the US OTC Market
under the ticker ALRDF, with no new shares issued in connection with the
cross-listing.
The Company established and began to utilise an At-The-Market equity issuance
facility, raising gross proceeds of £620,317.49 to support working capital
requirements.
In addition, on 30 October 2025, the Company made a further payment of
£500,000 under the existing agreement with Whitespace.
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